Re-issuance of the establishment license of foreign trader’s representative office in Vietnam

Question: Our company is a foreign trader currently operating a Representative Office (RO) in Ho Chi Minh City. Due to restructuring and market expansion needs, we plan to relocate our entire RO headquarters to Hanoi for business convenience. Additionally, during the relocation process, our original RO establishment license was mislaid. Please advise us: Under these circumstances, is our RO eligible for the re-issuance of its Establishment License? What are the conditions, required dossier components, and implementation procedures under current regulations?

Answer:

1. Circumstances Eligible for Re-issuance of the RO Establishment License

According to Article 18 of Decree No. 07/2016/ND-CP, a foreign trader shall apply for the re-issuance of the Establishment License of its Representative Office in the following cases:

• Relocating the head office of the RO from one province or centrally-run city (or geographical area under the management of a Management Board) to another province or centrally-run city (or geographical area under the management of another Management Board).
• The Establishment License of the RO is lost, destroyed, damaged, or otherwise destroyed in any form.

Important Note on Statutory Time Limit: In case of relocating the head office to another province/city, the foreign trader must carry out the re-issuance procedure within 30 days from the date of notifying the termination of the RO’s operation to the licensing agency at the place of departure (pursuant to Clause 1, Article 20 of Decree No. 07/2016/ND-CP). If this 30-day deadline lapses, the enterprise shall be required to conduct the procedure for a new Establishment License from the beginning.

2. Procedural Steps for Implementation

The procedure for the re-issuance of the RO Establishment License shall be conducted in accordance with the specific steps outlined in Article 20 of Decree No. 07/2016/ND-CP as follows:  

• Step 1: Submission of Dossier

The foreign trader submits 01 set of dossier directly, by post, or online (if the local Public Service System is applicable) to the Licensing Agency at the new location of the RO (Department of Industry and Trade or the Management Board of industrial parks, export processing zones, economic zones, or high-tech zones).  

• Step 2: Review of Dossier Validity

Within 03 working days from the date of receiving the dossier, the Licensing Agency shall review and issue a written request for supplementation if the dossier is incomplete or invalid (such request for supplementation shall be made no more than once throughout the entire processing period).  

• Step 3: Appraisal and Re-issuance

Within 05 working days from the date of receiving a complete and valid dossier, the Licensing Agency shall consider and issue the re-issued RO Establishment License. In case of refusal, a written notification stating the reasons clearly must be issued.  

• Step 4: Return of Result and Public Disclosure

The foreign trader receives the administrative result directly or via postal services. The Licensing Agency is responsible for publicly disclosing information regarding the license re-issuance on its portal within 15 days.

3. Dossier Requirements

Pursuant to Article 19 of Decree No. 07/2016/ND-CP, depending on the ground for re-issuance, the dossier components shall be prepared specifically as follows:  

Option 1: Re-issuance due to head office relocation to another province/city (Clause 1, Article 19)

• Application form for re-issuance of the RO Establishment License using the standard form issued by the Ministry of Industry and Trade, signed by an authorized representative of the foreign trader;
• Notice of termination of the RO’s operation sent to the Licensing Agency at the place of departure (pursuant to Point a, Clause 1, Article 36 of Decree No. 07/2016/ND-CP);
• Copy of the previously issued RO Establishment License;
• Documents regarding the proposed location of the RO head office at the new locality (including: copy of the location lease agreement/memorandum of understanding and legal documents proving the right to exploit and use the location in accordance with Point e, Clause 1, Article 10 and Article 28 of Decree No. 07/2016/ND-CP).

Option 2: Re-issuance due to lost, damaged, or destroyed License (Clause 2, Article 19)   

• Application form for re-issuance of the RO Establishment License using the standard form issued by the Ministry of Industry and Trade, signed by an authorized representative of the foreign trader.

• => Practical Assessment: For dossiers involving inter-provincial relocation, ensuring proper closure notifications at the former location and preparing a valid location lease contract within the 30-day statutory timeframe are crucial steps to mitigate the legal risk of having to re-apply for a brand-new license..  

  4. Submission Venue and Competent Authority

  Pursuant to Article 5 of Decree No. 07/2016/ND-CP:  

  – Receiving and Licensing Authority:

  • The Department of Industry and Trade of the province/centrally-run city where the RO’s new head office is proposed to be located (for ROs located outside industrial parks, export processing zones, economic zones, or high-tech zones).
  • The Management Board of industrial parks, export processing zones, economic zones, or high-tech zones (for ROs located inside these designated zones).

  – Validity Term of Re-issued License: Under Clause 2, Article 9 of Decree No. 07/2016/ND-CP, the term of a re-issued RO Establishment License shall be equal to the remaining term of the previously issued License